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LAW 429

Corporate Fraud

Law School

Recommended for route(s):

[ Transactional ] Business Law: Commercial Transactions & Licensing

Why it is relevant for ...

[ Transactional ] as a Related Elective for those interested in Corporate Fraud : Any transactional lawyer must appreciate his or her professional responsibility to advise clients regarding compliance with laws and regulations. Corporate fraud has been in the headlines for several years now. This course considers the transactional lawyer’s role as a kind of “gatekeeper,” with a professional responsibility to the public as well as to the client. Students interested in a transactional practice should take one or more courses considering the professional responsibilities of the transactional lawyer.

General course
Description:

This course is intended to introduce 20 law students and 20 business students to the real world issues of major civil and criminal corporate fraud. The idea for the course arose out of my work since April 2002 as independent counsel for the Regents of the University of California, lead plaintiff or institutional plaintiff in the Enron, WorldCom, AOL Time Warner, and Dynegy federal securities cases.

The seminar focuses on two major corporate frauds as case studies: (1) Enron and (2) Homestore.com (a major internet company). We will, of course, also compare and contrast with other major corporate frauds, such as WorldCom and AOL Time Warner. The class will also analyze current corporate fraud topics, such as stock options backdating, issues relating to the implementation of Sarbanes Oxley, the Thompson and McNulty memoranda and attorney-client and work-product waiver issues, pretexting, and the KPMG tax scheme.

The ultimate, and most exciting, part of the seminar is the class project. Students will divide up into teams of four and do a team presentation to a hypothetical Board of Directors on the results of their independent investigation of a major corporate fraud (e.g. WorldCom, AOL Time Warner, HealthSouth, Qwest, Cendant, Tyco, Global Crossing, Adelphia, or Parmalat). Each student will write a research paper on that investigation.

Course Style: A Substantive course teaches the law, theory, and policy in a particular area of law